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Acquisitions | 12 Months Ended
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Dec. 31, 2020
Business Combinations [Abstract] |
Acquisitions | 3. Acquisitions Acquisition of PowerA Effective December 17, 2020, we completed the acquisition (the "PowerA Acquisition") of PowerA, a leading provider of third-party video gaming console accessories in North America. The results of PowerA are included in all three of the Company's operating business segments effective December 17, 2020. The preliminary purchase price was $340.0 million, plus an additional earnout of up to $55.0 million in cash, contingent upon PowerA achieving one- and two- year sales and profit growth objectives, which has a present value of $18.2 million as of December 31, 2020, and is subject to working capital and other adjustments. The PowerA Acquisition and related expenses were funded by cash on hand, as well as borrowings from our revolving credit facility. For accounting purposes, the Company was the acquiring enterprise. The PowerA Acquisition is being accounted for as a purchase business combination and PowerA's results are included in the Company’s consolidated financial statements as of December 31, 2020. The additional net sales from PowerA for the 15 days owned during the year ended December 31, 2020 were $7.9 million. The following table presents the preliminary allocation of the consideration given to the fair values of the assets acquired and liabilities assumed at the date of the PowerA Acquisition:
(in millions) | At December 17, 2020
Calculation of Goodwill: |
Purchase price, net of working capital adjustment | $ | 340.0 |
Fair value of contingent consideration | $ | 18.2 |
Plus fair value of liabilities assumed: |
Accrued liabilities | 9.5 |
Fair value of liabilities assumed | $ | 9.5 |
Less fair value of assets acquired: |
Inventory | 28.7 |
Property and equipment | 0.2 |
Identifiable intangibles | 239.7 |
Other assets | 13.5 |
Fair value of assets acquired | $ | 282.1 |
Goodwill | $ | 85.6 |
We are continuing our review of our fair value estimate of assets acquired and liabilities assumed during the measurement period, which will conclude as soon as we receive the information we are seeking about facts and circumstances that existed as of the acquisition date or learn that more information is not available. This measurement period will not exceed one year from the acquisition date. The excess of the purchase price over the fair value of net assets acquired is allocated to goodwill. The preliminary goodwill of $85.6 million is primarily attributable to synergies expected to be realized from leveraging our geographic footprint and from the existence of an assembled workforce. Our fair value estimate of assets acquired and liabilities assumed is pending the completion of several elements, including the final determination of the purchase price, pending calculations of working capital and other adjustments, final determination of the fair value of the assets acquired and liabilities assumed and the final review by our management. The primary areas that are not yet finalized relate to intangible assets and contingent consideration. In particular, the determination of the preliminary fair value of the customer relationships and vendor relationships intangible assets required us to make significant estimates and assumptions regarding (1) future revenue growth rates, (2) future cost of sales and operating expenses, (3) attrition rate, (4) future cash flows without vendor relationships, and (5) discount rates. Accordingly, there could be material adjustments to our consolidated financial statements, including changes in our amortization expense related to the valuation of intangible assets and their respective useful lives, among other adjustments. The final determination of the purchase price, fair values and resulting goodwill may differ significantly from what is reflected in these consolidated financial statements. During 2020, transaction costs related to the PowerA Acquisition were $3.7 million. These costs were reported as SG&A expenses in the Company's Consolidated Statements of Income. Unaudited Pro Forma Consolidated Results The accounting literature establishes guidelines regarding, and requires the presentation of, the following unaudited pro forma information. Therefore, the unaudited pro forma information presented below is not intended to represent, nor do we believe it is indicative of, the consolidated results of operations of the Company that would have been reported had the PowerA Acquisition been completed on January 1, 2019. Furthermore, the unaudited pro forma information does not give effect to the anticipated synergies or other anticipated benefits of the PowerA Acquisition. Had the PowerA Acquisition occurred on January 1, 2019, unaudited pro forma consolidated results of the Company for the years ended December 31, 2020 and 2019 would have been as follows:
(in millions) | 2020 |  | 2019
Net sales | $ | 1,857.2 |  |  | $ | 2,124.0 |
Net income | 76.9 |  |  | 120.0 |
Net income per common share (diluted) | $ | 0.80 |  |  | $ | 1.19 |
The pro forma amounts are based on the Company's historical results and the historical results for the acquired PowerA business, which have been translated at the average foreign exchange rates for the periods presented. The pro forma results of operations have been adjusted for amortization of finite-lived intangibles, and other charges related to the PowerA Acquisition accounting. Acquisition of Foroni Effective August 1, 2019, we completed the acquisition of Foroni, a leading provider of Foroni® branded notebooks and paper-based school and office products in Brazil. The Foroni Acquisition increased our share of the back-to-school market in Brazil. The results of Foroni are included in the ACCO Brands International segment effective August 1, 2019. The purchase price was R$157.2 million (US$41.5 million based on July 31, 2019 exchange rates) inclusive of working capital adjustments. We also assumed $7.6 million in debt. A portion of the purchase price (R$25.0 million or US$6.6 million based on July 31, 2019 exchange rates) is being held in an escrow account for a period of up to 6 years after closing in the event of any claims against the sellers under the quota purchase agreement. The Company may also make claims against the sellers directly, subject to limitations in the quota purchase agreement, if the escrow is depleted. The Foroni Acquisition and related expenses were funded by cash on hand. For accounting purposes, the Company was the acquiring enterprise. The Foroni Acquisition is being accounted for as a purchase business combination and Foroni's results are included in the Company’s consolidated financial statements as of August 1, 2019. The additional net sales from Foroni for the seven months ended July 31, 2020 was $16.7 million. The following table presents the allocation of the consideration given to the fair values of the assets acquired and liabilities assumed at the date of the Foroni acquisition:
(in millions) | At August 1, 2019
Calculation of Goodwill: |
Purchase price, net of working capital adjustment | $ | 41.5 |
Plus fair value of liabilities assumed: |
Accounts payable and accrued liabilities | 13.9 |
Deferred tax liabilities | 5.4 |
Debt | 7.6 |
Lease liabilities | 5.3 |
Other non-current liabilities | 1.5 |
Fair value of liabilities assumed | $ | 33.7 |
Less fair value of assets acquired: |
Accounts receivable | 17.5 |
Inventory | 12.5 |
Property and equipment | 8.8 |
Identifiable intangibles | 11.1 |
Deferred tax assets | 2.7 |
Right of use asset, leases | 5.3 |
Other assets | 3.6 |
Fair value of assets acquired | $ | 61.5 |
Goodwill | $ | 13.7 |
In the third quarter of 2020, we finalized our fair value estimate of assets acquired and liabilities assumed as of the acquisition date. The transaction costs related to the Foroni Acquisition were $1.3 million. These costs were reported as selling, general and administrative ("SG&A") expenses in the Company's Consolidated Statements of Income. Cumberland Asset Acquisition On January 31, 2019, the Company completed the purchase of certain assets, including inventory and certain identifiable intangibles, for the Cumberland brand (the "Cumberland Asset Acquisition") in Australia for a purchase price of A$8.2 million (US$6.0 million based on January 31, 2019 exchange rates). The Cumberland Asset Acquisition extends our presence in Australia into new product categories. The Company accounted for the transaction as an asset acquisition, as the set of assets acquired does not meet the criteria to be classified as a business under GAAP. During the twelve months ended December 31, 2019, transaction costs related to the Cumberland Asset Acquisition were US$0.1 million. These costs were reported as SG&A expenses in the Company's Consolidated Statements of Income. The following table summarizes the fair value of assets acquired:
(in millions) | At January 31, 2019
Inventory | $ | 2.8 |
Identifiable intangibles | 3.2 |
Fair value of assets acquired | $ | 6.0 |
Acquisition of GOBA On July 2, 2018, the Company completed the GOBA Acquisition. GOBA is a leading provider of Barrilito® branded school and craft products in Mexico. The acquisition increased the breadth and depth of our distribution throughout Mexico, especially with wholesalers and retailers and added a strong offering of school and craft products to our product portfolio in Mexico. The purchase price paid at closing was Mex$796.8 million (US$39.9 million based on July 2, 2018 exchange rates), and was later reduced by US$0.8 million of working capital adjustments. The purchase price, net of cash acquired of $1.9 million, was $37.2 million. A portion of the purchase price (Mex$115.0 million (US$5.8 million based on July 2, 2018 exchange rates)) is being held in an escrow account for a period of up to 5 years after closing in the event of any claims against the sellers under the stock purchase agreement. The Company may also make claims against the sellers directly, subject to limitations in the stock purchase agreement, if the escrow is depleted. The GOBA Acquisition and related expenses were funded by increased borrowing under our revolving facility. For accounting purposes, the Company was the acquiring enterprise. The GOBA Acquisition was accounted for as a purchase business combination. The results of GOBA are included in the ACCO Brands International segment as of July 2, 2018. The net sales for GOBA for the six-month period ended June 30, 2019 were $23.7 million. The following table presents the allocation of the consideration given to the fair values of the assets acquired and liabilities assumed at the date of the GOBA Acquisition:
(in millions) | At July 2, 2018
Calculation of Goodwill: |
Purchase price, net of working capital adjustment | $ | 39.1 |
Plus fair value of liabilities assumed: |
Accounts payable and accrued liabilities | 10.1 |
Deferred tax liabilities | 3.1 |
Other non-current liabilities | 6.5 |
Fair value of liabilities assumed | $ | 19.7 |
Less fair value of assets acquired: |
Cash acquired | 1.9 |
Accounts receivable | 30.0 |
Inventory | 7.1 |
Property and equipment | 0.6 |
Identifiable intangibles | 10.3 |
Deferred tax assets | 2.0 |
Other assets | 4.2 |
Fair value of assets acquired | $ | 56.1 |
Goodwill | $ | 2.7 |
In the second quarter of 2019, we finalized our fair value estimate of assets acquired and liabilities assumed as of the acquisition date. For the year ended December 31, 2018, transaction costs related to the GOBA Acquisition were US$1.1 million. These costs were reported as interest and SG&A expenses in the Company's Consolidated Statements of Income.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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